0000950170-24-126296 | 10-Q | XBRL Viewer

Convertible Promissory Notes and Convertible Promissory Note Warrants	9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]
Convertible Promissory Notes and Convertible Promissory Note Warrants	5. Convertible Promissory Notes and Convertible Promissory Note Warrants In April 2022, the Private CalciMedica board of directors approved a convertible promissory note financing pursuant to which it could issue and sell up to $5.0 million of notes convertible into shares of common stock (the “convertible promissory notes”) and Convertible Promissory Note Warrants. The funding and issuance of the convertible promissory notes for gross proceeds of $3.5 million and Convertible Promissory Note Warrants to purchase shares of the Private CalciMedica’s common stock at an exercise price of $0.01 per share took place in multiple closings through October 2022. In November 2022, the Private CalciMedica board of directors amended the convertible promissory notes and Convertible Promissory Note Warrants to issue up to an additional $3.5 million (for a total of up to $8.5 million) and added the automatic conversion for a “de-SPAC” business combination or reverse merger transaction. In November 2022, Private CalciMedica issued additional convertible promissory notes for gross proceeds of $5.0 million and Convertible Promissory Note Warrants to purchase shares of Private CalciMedica’s common stock at an exercise price of $0.01 per share. The convertible promissory notes accrued interest at a rate of 6% per annum and had a maturity date of December 31, 2023. Immediately prior to the effective time of the Merger, all outstanding convertible promissory notes and unpaid and accrued interest automatically converted into 20,487,104 shares of Private CalciMedica’s common stock at a conversion price based on the equivalent valuation of the cash price paid per share by the private placement investors purchasing shares of common stock in the 2023 Private Placement multiplied by 0.85. Such shares of common stock were then converted into 590,031 shares of Graybug common stock at the effective time of the Merger in accordance with the Merger Agreement. In connection with each purchase of a convertible promissory note, Private CalciMedica issued to each holder of such convertible promissory note Convertible Promissory Note Warrants to purchase shares of the Private CalciMedica’s common stock at an exercise price of $0.01 per share. Each holder of the Convertible Promissory Note Warrants had the right to purchase up to a number of shares of Private CalciMedica’s common stock equal to (i) 15% (“Warrant Coverage”) of the principal amount of the convertible promissory note purchased by such holder concurrently therewith, divided by (ii) the cash price paid per share by the investors in the qualified financing or an initial public offering, as applicable, or in the case of a “de-SPAC” business combination or a reverse merger transaction between Private CalciMedica and a publicly traded company (a “Public Combination”), the equivalent valuation of the lower of the cash price per share by the investors purchasing shares in the publicly traded company in connection with such Public Combination or the cash price per shares by the investors purchasing shares of Private CalciMedica’s common stock in connection with such Public Combination, in each case, rounding down to the nearest whole share and subject to the terms of the convertible promissory notes; provided, however, that any holder that purchased convertible promissory notes in excess of the holder’s pro rata commitment (as defined in the convertible promissory notes) received a 40% Warrant Coverage on the principal amount of the convertible promissory notes that is in excess of its pro rata commitment. The Convertible Promissory Note Warrants had a five-year term. In connection with the Merger, the Convertible Promissory Note Warrants were automatically net exercised in accordance with the terms of the Convertible Promissory Note Warrants. Immediately prior to the effective time of the Merger, 5,308,047 Convertible Promissory Note Warrants were converted into 5,308,047 shares of Private CalciMedica's common stock, which were converted into 152,875 shares of Graybug's common stock, based on the principal amount of the convertible promissory note. Prior to the Merger, the Convertible Promissory Note Warrants were not deemed equity and were classified as a liability in Private CalciMedica’s balance sheets. The Convertible Promissory Note Warrants were valued using a series of Monte Carlo simulations and Black-Scholes to determine the fair value, probability weighted for different scenarios. The Monte Carlo simulations determined the liquidity event price. The Black-Scholes warrant value is discounted from the respective event date using the risk-free rate. The Black-Scholes valuation included standard assumptions such as exercise price, expected term, risk-free rate, volatility, and a dividend yield of zero. Private CalciMedica estimated the initial fair value of the Convertible Promissory Note Warrants utilizing the following range of assumptions for the difference scenarios: exercise price ($0.01), risk-free rate (3.02% - 4.20%), volatility (63% - 67%), and expected term (4.1 - 4.6 years). As of the date of the Merger, Private CalciMedica revalued the Convertible Promissory Note Warrants which were converted into 152,871 shares of common stock, using the price of the common stock of Graybug of $5.50.

Convertible Promissory Notes and Convertible Promissory Note Warrants

9 Months Ended

Sep. 30, 2024

Convertible Promissory Notes and Convertible Promissory Note Warrants

5. Convertible Promissory Notes and Convertible Promissory Note Warrants

In April 2022, the Private CalciMedica board of directors approved a convertible promissory note financing pursuant to which it could issue and sell up to $5.0 million of notes convertible into shares of common stock (the “convertible promissory notes”) and Convertible Promissory Note Warrants. The funding and issuance of the convertible promissory notes for gross proceeds of $3.5 million and Convertible Promissory Note Warrants to purchase shares of the Private CalciMedica’s common stock at an exercise price of $0.01 per share took place in multiple closings through October 2022.

In November 2022, the Private CalciMedica board of directors amended the convertible promissory notes and Convertible Promissory Note Warrants to issue up to an additional $3.5 million (for a total of up to $8.5 million) and added the automatic conversion for a “de-SPAC” business combination or reverse merger transaction. In November 2022, Private CalciMedica issued additional convertible promissory notes for gross proceeds of $5.0 million and Convertible Promissory Note Warrants to purchase shares of Private CalciMedica’s common stock at an exercise price of $0.01 per share. The convertible promissory notes accrued interest at a rate of 6% per annum and had a maturity date of December 31, 2023. Immediately prior to the effective time of the Merger, all outstanding convertible promissory notes and unpaid and accrued interest automatically converted into 20,487,104 shares of Private CalciMedica’s common stock at a conversion price based on the equivalent valuation of the cash price paid per share by the private placement investors purchasing shares of common stock in the 2023 Private Placement multiplied by 0.85. Such shares of common stock were then converted into 590,031 shares of Graybug common stock at the effective time of the Merger in accordance with the Merger Agreement.

In connection with each purchase of a convertible promissory note, Private CalciMedica issued to each holder of such convertible promissory note Convertible Promissory Note Warrants to purchase shares of the Private CalciMedica’s common stock at an exercise price of $0.01 per share. Each holder of the Convertible Promissory Note Warrants had the right to purchase up to a number of shares of Private CalciMedica’s common stock equal to (i) 15% (“Warrant Coverage”) of the principal amount of the convertible promissory note purchased by such holder concurrently therewith, divided by (ii) the cash price paid per share by the

investors in the qualified financing or an initial public offering, as applicable, or in the case of a “de-SPAC” business combination or a reverse merger transaction between Private CalciMedica and a publicly traded company (a “Public Combination”), the equivalent valuation of the lower of the cash price per share by the investors purchasing shares in the publicly traded company in connection with such Public Combination or the cash price per shares by the investors purchasing shares of Private CalciMedica’s common stock in connection with such Public Combination, in each case, rounding down to the nearest whole share and subject to the terms of the convertible promissory notes; provided, however, that any holder that purchased convertible promissory notes in excess of the holder’s pro rata commitment (as defined in the convertible promissory notes) received a 40% Warrant Coverage on the principal amount of the convertible promissory notes that is in excess of its pro rata commitment. The Convertible Promissory Note Warrants had a five-year term. In connection with the Merger, the Convertible Promissory Note Warrants were automatically net exercised in accordance with the terms of the Convertible Promissory Note Warrants. Immediately prior to the effective time of the Merger, 5,308,047 Convertible Promissory Note Warrants were converted into 5,308,047 shares of Private CalciMedica's common stock, which were converted into 152,875 shares of Graybug's common stock, based on the principal amount of the convertible promissory note.

Prior to the Merger, the Convertible Promissory Note Warrants were not deemed equity and were classified as a liability in Private CalciMedica’s balance sheets. The Convertible Promissory Note Warrants were valued using a series of Monte Carlo simulations and Black-Scholes to determine the fair value, probability weighted for different scenarios. The Monte Carlo simulations determined the liquidity event price. The Black-Scholes warrant value is discounted from the respective event date using the risk-free rate. The Black-Scholes valuation included standard assumptions such as exercise price, expected term, risk-free rate, volatility, and a dividend yield of zero. Private CalciMedica estimated the initial fair value of the Convertible Promissory Note Warrants utilizing the following range of assumptions for the difference scenarios: exercise price ($0.01), risk-free rate (3.02% - 4.20%), volatility (63% - 67%), and expected term (4.1 - 4.6 years). As of the date of the Merger, Private CalciMedica revalued the Convertible Promissory Note Warrants which were converted into 152,871 shares of common stock, using the price of the common stock of Graybug of $5.50.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Graybug Vision, Inc. and CalciMedica Subsidiary, Inc. for the three and nine months ended September 30, 2024 and 2023. All intercompany accounts and transactions have been eliminated in consolidation. Since Private CalciMedica was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for Private CalciMedica and did not include the combined entities activity or financial position. Subsequent to the Merger, the condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 include the combined company’s activity from March 21, 2023 through September 30, 2024, and assets and liabilities of Graybug at their acquisition date fair value. Historical share and per share figures of Private CalciMedica have been retroactively restated based on the exchange ratio of 0.0288.
Use of Estimates	Use of Estimates The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to accruals for research and development expenses, valuation of warrants and valuation of equity awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.
Concentration of Credit Risk and other Risks and Uncertainties	Concentration of Credit Risk and other Risks and Uncertainties Financial instruments, which potentially subject the Company to significant concentrations of risk, consist principally of cash and cash equivalents. The Company’s cash is deposited with major federally insured U.S. financial institutions. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements. The Company is dependent on contract manufacturing organizations (“CMO”) to supply products for research and development of its product candidates, including preclinical and clinical studies, and for commercialization of its product candidates, if approved. The Company’s development programs could be adversely affected by any significant interruption in the CMO’s operations or by a significant interruption in the supply of active pharmaceutical ingredients and other components. Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s product candidates will receive the necessary approvals. If the Company is denied approvals, approvals are delayed, or the Company is unable to maintain approvals received, such events could have a materially adverse impact on the Company.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of readily available cash in checking accounts, money market funds, U.S treasury bills and commercial paper. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.
Short-term Investments	Short-term Investments The Company invests excess cash in commercial paper, U.S. treasury bills and U.S. government sponsored entities, such as mortgage-backed securities. These investments are included in short-term investments on the balance sheet, classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive loss. Realized gains and losses on the sale of these securities are recognized in net loss.
Segment Information	Segment Information The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The financial information is regularly reviewed by the chief operating decision maker (“CODM”), in deciding how to allocate resources. The Company’s CODM is its chief executive officer. The Company’s singular focus is on developing highly selective calcium release-activated calcium channel inhibitors to improve outcomes for patients with acute inflammatory indications. No revenue has been generated since inception, and all tangible assets are held in the United States.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years) and consist of manufacturing and lab equipment primarily located in Indiana, furniture, computers; and phones. Repairs and maintenance costs are charged to expense as incurred. Depreciation expense recognized for the three months ended September 30, 2024 and 2023 was $15,000 and $12,000, respectively, and for the nine months ended September 30, 2024 and 2023 was $44,000 and $39,000, respectively.
Long-lived assets	Long-lived Assets Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment losses for the three and nine months ended September 30, 2024 and 2023, respectively.
Leases	Leases The Company leases office space with an original lease term of twelve months and does not have a right-of-use asset or lease liability recorded. The Company's policy is not to record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for this short-term lease on a straight-line basis over the term of the lease. The lease is accounted for under ASC 842, Leases, and has been classified as an operating lease. Rent expense recognized was $30,000 and $28,000 for the three months ended September 30, 2024 and 2023, respectively, and $90,000 and $246,000 for the nine months ended September 30, 2024 and 2023, respectively.
Research and Development Costs	Research and Development Costs Research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation for those individuals involved in ongoing research and development efforts, as well as fees paid to consultants, external research fees, license fees paid to third parties for use of their intellectual property, laboratory supplies and development of compound materials, associated overhead expenses and facilities and depreciation costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. All research and development costs are expensed as incurred. The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers, and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The estimates are trued up to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.
General and Administrative Costs	General and Administrative Costs General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to executive, finance, business development, legal, human resources and support functions, including professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred since recoverability of such expenditures is uncertain.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes costs that are directly associated with equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. As of September 30, 2024, the Company has deferred costs associated with its ATM Facility (as defined in Note 7) of $0.4 million on the condensed consolidated balance sheets.
Warrant Liability	Warrant Liability Private CalciMedica has issued various freestanding warrants to purchase shares of its convertible preferred stock. Prior to the Merger, Private CalciMedica adjusted the carrying value of such convertible preferred stock warrants to the estimated fair value at each reporting date, with any related increases or decreases in the fair value being recorded within other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Pursuant to the Merger Agreement, the Series C convertible preferred stock warrants became warrants to purchase shares of the combined company's common stock. As a result of the Merger, the warrants no longer meet the requirements for liability accounting and, as such, Private CalciMedica adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity (deficit). As a result of the 2024 Private Placement, certain warrants to purchase common stock were deemed freestanding warrants and are reflected in the Company’s balance sheet as a liability as of and for the period ending September 30, 2024.
Stock-based Compensation	Stock-based Compensation Stock-based compensation expense represents the cost of the grant date fair value of employee stock options recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. Private CalciMedica estimates the fair value of stock option grants using the Black-Scholes option pricing model (“Black-Scholes”). Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Equity-based compensation expense is classified in the statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using Black Scholes. The following summarizes the inputs used: Fair Value of Common Stock Prior to the Merger, there was no public market for Private CalciMedica’s common stock. The fair value of the shares of common stock underlying Private CalciMedica’s share-based awards was estimated on each grant date by Private CalciMedica’s board of directors. To determine the fair value of Private CalciMedica’s common stock underlying option grants, the board of directors considered, among other things, input from management and valuations of Private CalciMedica's common stock prepared by third-party valuation firms. Post Merger, the Company uses the closing stock price the day of the grant date for the fair value. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the expected term of the awards. Expected Volatility Prior to the Merger, since Private CalciMedica did not have publicly traded equity securities, the volatility of the options has been estimated using peer group volatility information. Post Merger, the Company uses an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock. The Company will continue to apply this method until a sufficient amount of historical information over a period equal to the expected term of the stock-based awards becomes available. Expected Term The Company used the simplified method to calculate the expected term for all grants during all periods, which is based on the midpoint between the vesting date and the end of the contractual term. Expected Dividend Yield The Company has never paid and has no present intention to pay cash dividends.
Income Taxes	Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.
Comprehensive Loss	Comprehensive Loss Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources which are excluded from net loss. The Company’s only element of other comprehensive loss is unrealized gains and losses on marketable securities and short-term investments.
Related party transactions	Related Party Transactions The Company’s board of directors reviews and approves transactions with directors, officers and holders of 5% or more of its voting securities and their affiliates, each a related party. The material facts as to the related party’s relationship or interest in the transaction are disclosed to its board of directors prior to their consideration of such transaction, and the transaction is not considered approved by its board of directors unless a majority of the directors who are not interested in the transaction approve the transaction. Beginning in November 2020, Private CalciMedica has paid consulting fees monthly to a consulting firm affiliated with the Company’s interim chief financial officer in connection with its consulting agreement. The Company recorded expense of $57,000 and $94,000 during the three months ended September 30, 2024 and 2023, respectively and $243,000 and $440,000 during the nine months ended September 30, 2024 and 2023, respectively. In May 2024, the Company granted a warrant to purchase 10,000 shares of common stock to a consulting firm affiliated with the Company’s interim chief financial officer. The Company recorded expense of $5,000 and $8,000 for the three and nine months ended September 30, 2024, respectively.
Net Loss Per Share	Net Loss Per Share Basic net loss per share is computed using the weighted average number of shares of common stock outstanding during the period, including the Pre-Funded Warrants and Placement Agent Warrants (as defined in Note 7). The Company calculates diluted net loss per share using the more dilutive of the (i) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or (ii) the two-class method. For warrants, the calculation of diluted net loss per share requires that, to the extent the average fair value of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to net loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the warrants for the period. In the periods presented, the Company’s outstanding stock options and warrants, other than the Pre-Funded Warrants and Placement Agent Warrants, were excluded from the calculation of net loss per share because the effect would be antidilutive. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU provides guidance that simplified the accounting for certain financial instruments with characteristics of liabilities and equity. The new guidance reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments intended to improve the information provided to users. The guidance also amended the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. Finally, the standard changed the way certain convertible instruments are treated when calculating earnings per share. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU as of January 1, 2024, which did not have a material impact on its condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires public entities to disclose significant segment expenses regularly provided to the chief operating decision-maker. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect this ASU to have a material impact on the consolidated financial statements. In December 2023, the FASB issued final guidance in ASU No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures requiring entities to provide additional information in the rate reconciliation and disclosures about income taxes paid. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect this ASU to have a material impact on the consolidated financial statements. In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which requires public entities to disclose in the notes to financial statements, of additional specified information about certain costs and expenses. For public business entities, the guidance is effective for annual periods beginning after December 15, 2026 and interim periods after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that this guidance will have on the condensed consolidated financial statements.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Total	Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Gain/(Loss)
Beginning Balance at Dec. 31, 2022	$ (71,304,000)		$ 1,000	$ 40,402,000	$ (111,707,000)
Beginning Balance, Shares at Dec. 31, 2022			84,165
Temporary equity, Beginning balance at Dec. 31, 2022		$ 62,071,000
Temporary equity, Beginning balance, Shares at Dec. 31, 2022		84,820,880
Stock-based compensation expense	11,126,000			11,126,000
Conversion of preferred stock to common stock as a result of the Merger, shares			2,442,852
Conversion of preferred stock to common stock as a result of the Merger, shares		(84,820,880)
Conversion of preferred stock to common stock as a result of the Merger, value	62,071,000			62,071,000
Conversion of preferred stock to common stock as a result of the Merger, value		$ (62,071,000)
Issuance of common stock to Graybug stockholders as a result of Merger and reset to par of $0.0001, Shares			1,571,433
Issuance of common stock to Graybug stockholders as a result of Merger and reset to par of $0.0001	29,218,000			29,218,000
Issuance of common shares from private placement (net of issuance costs), shares			596,363
Issuance of common shares from private placement (net of issuance costs)	10,340,000			10,340,000
Conversion of promissory notes into common stock, shares			590,031
Conversion of promissory notes into common stock	3,245,000			3,245,000
Conversion of Series C-2 Warrants into common stock, share			80,254
Conversion of Series C-2 Warrants into common stock	442,000			442,000
Conversion of promissory note warrants into common stock, shares			152,875
Conversion of promissory note warrants into common stock	841,000			841,000
Merger transaction costs	(4,591,000)			(4,591,000)
Restricted stock units net settlement, shares			143,960
Restricted stock units net settlement	(297,000)			(297,000)
Reclassification of warrant liability to equity	216,000			216,000
Net income (loss)	(19,288,000)				(19,288,000)
Temporary equity, Ending balance at Mar. 31, 2023		$ 0
Temporary equity, Ending balance, Shares at Mar. 31, 2023		0
Ending Balance at Mar. 31, 2023	22,019,000		$ 1,000	153,013,000	(130,995,000)
Ending Balance, Shares at Mar. 31, 2023			5,661,933
Beginning Balance at Dec. 31, 2022	(71,304,000)		$ 1,000	40,402,000	(111,707,000)
Beginning Balance, Shares at Dec. 31, 2022			84,165
Temporary equity, Beginning balance at Dec. 31, 2022		$ 62,071,000
Temporary equity, Beginning balance, Shares at Dec. 31, 2022		84,820,880
Issuance of common stock to Graybug stockholders as a result of Merger and reset to par of $0.0001	29,218,000
Net income (loss)	(30,211,000)
Ending Balance at Sep. 30, 2023	12,159,000		$ 1,000	154,076,000	(141,918,000)
Ending Balance, Shares at Sep. 30, 2023			5,684,873
Beginning Balance at Mar. 31, 2023	22,019,000		$ 1,000	153,013,000	(130,995,000)
Beginning Balance, Shares at Mar. 31, 2023			5,661,933
Temporary equity, Beginning balance at Mar. 31, 2023		$ 0
Temporary equity, Beginning balance, Shares at Mar. 31, 2023		0
Stock-based compensation expense	463,000			463,000
Adjustment to purchase accounting	3,000			3,000
Merger transaction costs	40,000			40,000
Net income (loss)	(6,304,000)				(6,304,000)
Ending Balance at Jun. 30, 2023	16,221,000		$ 1,000	153,519,000	(137,299,000)
Ending Balance, Shares at Jun. 30, 2023			5,661,933
Stock-based compensation expense	482,000			482,000
Adjustment to purchase accounting	3,000			3,000
Issuance of common stock (net of issuance costs)	72,000			72,000
Issuance of common stock (net of issuance costs), shares			22,940
Net income (loss)	(4,619,000)				(4,619,000)
Ending Balance at Sep. 30, 2023	12,159,000		$ 1,000	154,076,000	(141,918,000)
Ending Balance, Shares at Sep. 30, 2023			5,684,873
Beginning Balance at Dec. 31, 2023	8,157,000		$ 1,000	154,218,000	(146,064,000)	$ 2,000
Beginning Balance, Shares at Dec. 31, 2023			5,754,505
Stock-based compensation expense	414,000			414,000
Issuance of common shares from private placement (net of issuance costs), shares			4,985,610
Issuance of common shares from private placement (net of issuance costs)	7,905,000		$ 2,000	7,903,000
Issuance of warrants in connection with the private placement	660,000			660,000
Unrealized gain (loss) on investments	(19,000)					(19,000)
Net income (loss)	130,000				130,000
Ending Balance at Mar. 31, 2024	17,247,000		$ 3,000	163,195,000	(145,934,000)	(17,000)
Ending Balance, Shares at Mar. 31, 2024			10,740,115
Beginning Balance at Dec. 31, 2023	$ 8,157,000		$ 1,000	154,218,000	(146,064,000)	2,000
Beginning Balance, Shares at Dec. 31, 2023			5,754,505
Issuance of common stock from exercise of stock options, shares	12,852
Issuance of common stock to Graybug stockholders as a result of Merger and reset to par of $0.0001	$ 0
Issuance of common stock from at-the-market offering (net of issuance costs), shares			101,522
Issuance of common stock from at-the-market offering (net of issuance costs)			$ 319,000
Net income (loss)	(9,442,000)
Ending Balance at Sep. 30, 2024	9,030,000		$ 3,000	164,529,000	(155,506,000)	4,000
Ending Balance, Shares at Sep. 30, 2024			10,761,917
Beginning Balance at Mar. 31, 2024	17,247,000		$ 3,000	163,195,000	(145,934,000)	(17,000)
Beginning Balance, Shares at Mar. 31, 2024			10,740,115
Stock-based compensation expense	486,000			486,000
Issuance of common stock from exercise of stock options	4,000			4,000
Issuance of common stock from exercise of stock options, shares			1,091
Issuance of common stock from at-the-market offering (net of issuance costs), shares			8,950
Issuance of common stock from at-the-market offering (net of issuance costs)	47,000			47,000
Unrealized gain (loss) on investments	8,000					8,000
Net income (loss)	(3,954,000)				(3,954,000)
Ending Balance at Jun. 30, 2024	13,838,000		$ 3,000	163,732,000	(149,888,000)	(9,000)
Ending Balance, Shares at Jun. 30, 2024			10,750,156
Stock-based compensation expense	781,000			781,000
Issuance of common stock from exercise of stock options	16,000			16,000
Issuance of common stock from exercise of stock options, shares			11,761
Unrealized gain (loss) on investments	13,000					13,000
Net income (loss)	(5,618,000)				(5,618,000)
Ending Balance at Sep. 30, 2024	$ 9,030,000		$ 3,000	$ 164,529,000	$ (155,506,000)	$ 4,000
Ending Balance, Shares at Sep. 30, 2024			10,761,917

Income Taxes

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

The Company did not record a provision or benefit for income taxes during the three and nine months ended September 30, 2024 and 2023 due to continuing losses. As of both September 30, 2024 and December 31, 2023, the Company continues to maintain a full valuation allowance against all of its deferred tax assets in light of its history of cumulative net losses.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SAB Topic 6.I.5.Q1)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Subparagraph (SX 210.4-08(h)(2))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Fair Value Measurements - Reconciliation of Liabilities Measured at Fair Value Using Level 3 Inputs (Details) - Fair Value, Recurring - Level 3 - Warrant Liability - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 3,300	$ 5,600	$ 0
Initial Fair Value of Warrants			11,190
Forfeiture of warrants	(200)
Change in Fair Value of Preferred Warrants	300	(2,300)	(5,590)
Ending Balance	$ 3,400	$ 3,300	$ 5,600

Stock-based Compensation

9 Months Ended

Sep. 30, 2024

Share-based Payment Arrangement [Abstract]

Stock-based Compensation

8. Stock-based Compensation

2006 Equity Incentive Plan and Amendment to 2006 Plan

Private CalciMedica adopted an equity incentive plan in 2006 (“2006 Plan”) that provides for the issuance of common stock to employees, non-employee directors and consultants. Recipients of incentive stock options are eligible to purchase common stock at an exercise price equal to no less than the estimated fair market value of such stock on the date of grant. The 2006 Plan provides for the grant of incentive stock options, non-statutory stock options and stock purchase rights. The maximum contractual term of options granted under the 2006 Plan is ten years. The options generally vest 25% on the first anniversary of the grant date, with the balance vesting ratably over the following 36 months. Pursuant to the Merger Agreement, the Company assumed the 2006 Plan and all stock options issued and outstanding under the 2006 Plan.

2023 Equity Incentive Plan

The Company adopted 2023 Equity Incentive Plan (the “2023 Plan”), which became effective at the closing of the Merger and replaced our 2020 Equity Incentive Plan (“2020 Plan”) on the effective date of the Merger. As of the effective date of the Merger, there were 1,000,000 shares of the Company’s common stock available for grant under the 2023 Plan. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 Plan of up to 5% of shares of the Company’s common stock outstanding (or a lesser number determined by the Company’s board of directors). As of September 30, 2024, 228,475 options have been returned of which 223,743 (granted under the 2020 Plan) are unavailable for future grant. Effective January 1, 2024, the shares reserved for issuance under the 2023 Plan was increased by 287,725. Effective March 28, 2024, the Board approved an increase of 1,500,000 shares reserved under the 2023 Plan. This increase was subsequently approved by the stockholders of the Company on August 27, 2024. As of September 30, 2024, 948,049 shares were available for grant under the 2023 Plan.

2023 Employee Stock Purchase Plan

The Company adopted the 2023 Employee Stock Purchase Plan (the “2023 ESPP”) which became effective at the closing of the Merger. As of the effective time of the Merger, there were 65,000 shares of the Company’s common stock reserved for issuance under the 2023 ESPP. In addition, the share reserve is subject to annual increases each January 1 for the first ten years following approval of the 2023 ESPP of the lesser of (i) 1% of the total number of shares of the Company’s common stock outstanding on December 31 of the preceding calendar year, (ii) 195,000 shares of the Company’s common stock, or (iii) such lesser number of

shares of the Company’s common stock as determined by the Company’s board of directors. An annual increase of 57,545 shares of the Company’s common stock was automatically added to the share reserve under the 2023 ESPP on January 1, 2024.

As of September 30, 2024, no shares have been issued under the 2023 ESPP.

The following table summarizes the stock option transactions for the 2023 Plan:



	Total Options				Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)			Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		1,739,270		$		15.71		6.99	$		76
Granted		1,226,500				4.17		9.69			330
Exercised		(12,852	)			1.55		—			—
Cancelled		(228,475	)			75.27		—			—
Outstanding at September 30, 2024		2,724,443		$		5.58		8.35	$		1,280
Vested and exercisable at September 30, 2024		1,192,485		$		6.63		7.11	$		540

There were 12,852 options exercised during the nine months ended September 30, 2024. The weighted-average fair value of options granted during the nine months ended September 30, 2024 and 2023 was $4.17 and $4.47 per share, respectively. The total fair value of shares vested was 1.6 million for the nine months ended September 30, 2024. The total fair value of shares vested as of September 30, 2023 was $12.1 million (includes $10.5 million related to the acceleration of vesting of the Graybug stock awards at the date of the Merger).

As of September 30, 2024, stock-based compensation not yet recognized is $5.0 million, which the Company expects to recognize over an estimated weighted-average term of 2.8 years.

The following are the underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024	2023
Risk free interest rate	3.11%	3.50%-3.56%
Expected volatility	96%	75%-76%
Expected term (years)	6.01	6.25
Expected dividend yield	0%	0%

Stock-based Compensation Expense

Stock-based compensation expense recognized for options and restricted stock units granted was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	273	$	184	$	634	$	2,426
General and administrative		508		298		1,047		9,645
Total stock-based compensation expense	$	781	$	482	$	1,681	$	12,071

The stock-based compensation expense for the nine months ended September 30, 2023, includes one-time charges for the acceleration of vesting of the Graybug stock options at the date of the Merger of $1.9 million and $8.6 million in research and development and general and administrative expenses, respectively.

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following at September 30, 2024:


	September 30,
	2024
Common stock warrants		3,352,621
Stock options issued and outstanding		2,724,443
Shares available for issuance under the 2023 Plan		948,049
Shares available under the 2023 ESPP		122,545
Total		7,147,658

Stock-based Compensation - Schedule of Assumptions Using Black- Scholes to Estimated Fair value of Each Awards (Details)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate	3.11%
Expected volatility	96.00%
Expected term (years)	6 years 3 days	6 years 3 months
Expected dividend yield	0.00%	0.00%
Maximum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate		3.56%
Expected volatility		76.00%
Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk free interest rate		3.50%
Expected volatility		75.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The Company's assets and liabilities which are measured at fair value include short-term investments and warrants for common stock and, prior to the Merger, included warrants for preferred stock (“Preferred Warrants”) and warrants for common stock related to the convertible promissory notes (“Convertible Promissory Note Warrants”). All assets and liabilities recorded at fair value are revalued at each measurement period.

Private CalciMedica elected the fair value option for the convertible promissory notes and estimated the fair value based on a discounted cash flow analysis, a form of the Income Approach. Several different settlement scenarios were considered, and probability weighted to arrive at the final valuation. Increases or decreases in the fair value of the convertible promissory notes can result from updates to assumptions such as the expected timing or probability of the different settlement scenarios, or changes in discount rates. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Updates to assumptions could have a significant impact on our results of operations in any given period.

The Preferred Warrants were valued using the Hybrid Method (“Hybrid Method”). This method incorporates Private CalciMedica’s near-term liquidity event prospects utilized in conjunction with the Option Pricing Method (“OPM”) framework, representing an alternative exit, to calculate an implied overall value of Private CalciMedica. This value was, in turn, allocated to Private CalciMedica’s various equity classes.

The Convertible Promissory Note Warrants were valued using a series of Monte Carlo simulations and Black-Scholes to determine the fair value, probability weighted for difference scenarios. The Monte Carlo simulations determined the liquidity event price. Black-Scholes was used with the remaining contractual term of the warrants after the respective event date. As of March 31, 2023, the Convertible Promissory Note Warrants were valued using the common stock price on the day of conversion. See further discussion in Note 5 - Convertible Promissory Notes and Convertible Promissory Note Warrants.

The Common Warrants (as defined in Note 7 below) were valued using Black-Scholes utilizing the following inputs; (i) a risk-free interest rate; (ii) volatility based on the expected term of the Common Warrant; (iii) and an exercise price and stock price on the date of the transaction. Several different scenarios were considered, and probability weighted to arrive at the final valuation.

Increases or decreases in the fair value of the Common Warrants can result from updates to assumptions such as the expected timing or probability of the different settlement scenarios. Judgment is used in determining these assumptions as of the initial valuation date and at each subsequent reporting period. Updates to assumptions could have a significant impact on our results of operations in any given period.

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following three levels:

•

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.

•

Level 2: Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

•

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands):


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Current assets:
Cash equivalents:
Money market funds	$	6,672	$	—	$	—	$	6,672
U.S. Treasury bills		—		2,248		—		2,248
Total cash equivalents		6,672		2,248		—		8,920
Short-term investments:
Commercial paper		—		4,461		—		4,461
U.S. Treasury bills		—		991		—		991
Total short-term investments		—		5,452		—		5,452
Total assets measured at fair value	$	6,672	$	7,700	$	—	$	14,372


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Current assets:
Cash equivalents:
Money market funds	$	3,634	$	—	$	—	$	3,634
Commercial paper		—		1,738		—		1,738
Total cash equivalents		3,634		1,738		—		5,372
Short-term investments:
Commercial paper		—		5,213		—		5,213
U.S. Government sponsored entities - mortgage-backed securities		—		495		—		495
Total short-term investments		—		5,708		—		5,708
Total assets measured at fair value	$	3,634	$	7,446	$	—	$	11,080

Money market funds are highly liquid investments which are actively traded. The pricing information on the Company’s money market funds is based on quoted prices in active markets for identical securities. This approach results in the classification of these securities as Level 1 of the fair value hierarchy.

During the nine months ended September 30, 2024, there were no transfers between Level 1, Level 2 and Level 3.

The following table presents information about the Company’s financial liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values (in thousands).


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant Liability	$	—	$	—	$	3,400	$	3,400
Total liabilities measured at fair value	$	—	$	—	$	3,400	$	3,400

No fair value liabilities existed as of December 31, 2023.

The following provides a reconciliation for all liabilities measured at fair value using Level 3 inputs for the nine months ended September 30, 2024 (in thousands):


Warrant liability
Balance at December 31, 2023	$	—
Initial Fair Value of Warrants		11,190
Change in Fair Value of Preferred Warrants		(5,590	)
Balance at March 31, 2024		5,600
Change in Fair Value of Preferred Warrants		(2,300	)
Balance at June 30, 2024		3,300
Forfeiture of warrants		(200	)
Change in Fair Value of Preferred Warrants		300
Balance at September 30, 2024	$	3,400

The following table presents information as to cost, unrealized gains and losses and fair value determination of the Company’s financial assets measured at fair value on a recurring basis (in thousands):


	September 30, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Current assets:
Cash equivalents:
Money market funds	$	6,672	$	—	$	—	$	6,672
U.S Treasury bills		2,248		—		—		2,248
Total cash equivalents		8,920		—		—		8,920
Short-term investments:
Commercial paper		4,458		3		—		4,461
U.S Treasury bills		990		1		—		991
Total short-term investments		5,448		4		—		5,452
Total assets measured at fair value	$	14,368	$	4	$	—	$	14,372

As of September 30, 2024, the contractual maturities of all available-for-sale investments were less than 12 months. The Company periodically reviews the available-for-sale investments for other-than-temporary impairment loss. The Company had short-term investments in unrealized gain positions as of September 30, 2024.

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended		3 Months Ended		9 Months Ended
	May 31, 2024 shares	Nov. 30, 2020 shares	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Stockholders equity note stock split exchange ratio					0.0288
Depreciation expense			$ 15,000	$ 12,000	$ 44,000	$ 39,000
Lease term			12 months		12 months
Company recorded expense			$ 5,000		$ 8,000
Right-of-use asset or lease liability			0		0
Rent expenses			30,000	28,000	90,000	246,000
Impairment of long-lived assets			0	0	$ 0	0
Tax postion, Minimum percentage of tax benefit					50.00%
Variable interest entity ownership percentage					5.00%
Chief Financial Officer
Summary Of Significant Accounting Policies [Line Items]
Warrants granted during the period \| shares	10,000	400,000
Private CalciMedica
Summary Of Significant Accounting Policies [Line Items]
Costs and expenses related party			57,000	$ 94,000	$ 243,000	$ 440,000
ATM
Summary Of Significant Accounting Policies [Line Items]
Deferred Offering Costs			$ 400,000		$ 400,000

Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Transations

The following table summarizes the stock option transactions for the 2023 Plan:



	Total Options				Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)			Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		1,739,270		$		15.71		6.99	$		76
Granted		1,226,500				4.17		9.69			330
Exercised		(12,852	)			1.55		—			—
Cancelled		(228,475	)			75.27		—			—
Outstanding at September 30, 2024		2,724,443		$		5.58		8.35	$		1,280
Vested and exercisable at September 30, 2024		1,192,485		$		6.63		7.11	$		540

Schedule of Assumptions Using Black-Scholes to Estimate Fair Value of the stock option grants

The following are the underlying assumptions in Black-Scholes to determine the fair value of the stock option grants for the nine months ended September 30, 2024 and 2023:


	Nine Months Ended September 30,
	2024	2023
Risk free interest rate	3.11%	3.50%-3.56%
Expected volatility	96%	75%-76%
Expected term (years)	6.01	6.25
Expected dividend yield	0%	0%

Summary of Stock-Based Compensation Expense Recognized for Options and RSUs Granted

Stock-based compensation expense recognized for options and restricted stock units granted was as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Research and development	$	273	$	184	$	634	$	2,426
General and administrative		508		298		1,047		9,645
Total stock-based compensation expense	$	781	$	482	$	1,681	$	12,071

Schedule of Common Stock Reserved for Future issuance

Common stock reserved for future issuance consists of the following at September 30, 2024:


	September 30,
	2024
Common stock warrants		3,352,621
Stock options issued and outstanding		2,724,443
Shares available for issuance under the 2023 Plan		948,049
Shares available under the 2023 ESPP		122,545
Total		7,147,658

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (5,618)	$ (3,954)	$ 130	$ (4,619)	$ (6,304)	$ (19,288)	$ (9,442)	$ (30,211)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section S99
-Paragraph 1B
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Paragraph 1B
-Subparagraph (a)
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-Paragraph 1
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Commitments and Contingencies - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) Contract	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) Contract	Sep. 30, 2023 USD ($)
Loss Contingencies [Line Items]
Rent expenses	$ 30,000	$ 28,000	$ 90,000	$ 246,000
Lease Amendment Date			2023-01
Number of contract currently in effect \| Contract	5		5
Contractual obligation of contract in effect	$ 1,200,000		$ 1,200,000
Unpaid cancellation and other related costs			0
Base rent			10,000
Auxora
Loss Contingencies [Line Items]
Contractual obligation of contract in effect	$ 1,800,000		$ 1,800,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value Measurements - Summary of Company 's Financial Assets Measured at Fair Value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash equivalents, Amortized Cost	$ 8,920
Total cash equivalents, Aggregate Fair Value	8,920	$ 5,372
Total short-term investments, Amortized Cost	5,448
Total short-term investments, Unrealized Gains	4
Total short-term investments, Aggregate Fair Value	5,452	5,708
Total asset measured at fair value, Amortized Cost	14,368
Total asset measured at fair value, Unrealized Gains	4
Total asset measured at fair value, Aggregate Fair Value	14,372	$ 11,080
Money Market Funds
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash equivalents, Amortized Cost	6,672
Total cash equivalents, Aggregate Fair Value	6,672
Commercial Paper
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total short-term investments, Amortized Cost	4,458
Total short-term investments, Unrealized Gains	3
Total short-term investments, Aggregate Fair Value	4,461
U.S. Treasury bills
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Total cash equivalents, Amortized Cost	2,248
Total cash equivalents, Aggregate Fair Value	2,248
Total short-term investments, Amortized Cost	990
Total short-term investments, Unrealized Gains	1
Total short-term investments, Aggregate Fair Value	$ 991

Stock-based Compensation - Summary of Stock-Based Compensation Expense Recognized for Options and RSUs Granted (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total stock-based compensation expense	$ 781	$ 482	$ 1,681	$ 12,071
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	273	184	634	2,426
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total	$ 508	$ 298	$ 1,047	$ 9,645

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Net Loss Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Numerator:
Net loss	$		(5,618	)	$		(4,619	)	$		(9,442	)	$		(30,211	)
Denominator
Basic and diluted
Weighted-average common shares outstanding, basic and diluted			10,752,713				5,667,343				10,323,344				4,068,526
Weighted-average pre-funded warrants outstanding, basic and diluted			306,506				—				281,896				—
Weighted-average placement agent warrants outstanding, basic and diluted			75,745				—				69,291				—
Weighted-average number of shares used to calculate basic and diluted net loss per share			11,134,964				5,667,343				10,674,531				4,068,526

Net loss per share - basic and diluted	$		(0.50	)	$		(0.82	)	$		(0.88	)	$		(7.43	)

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:


	As of September 30,
	2024		2023
Stock options to purchase common stock		2,724,443		1,739,747
Warrants to purchase common stock		2,970,368		276,437
Total		5,694,811		2,016,184

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”), and Accounting Standards Update (“ASU”), of the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of Graybug Vision, Inc. and CalciMedica Subsidiary, Inc. for the three and nine months ended September 30, 2024 and 2023. All intercompany accounts and transactions have been eliminated in consolidation.

Since Private CalciMedica was determined to be the accounting acquirer in connection with the Merger, for periods prior to the Merger, the condensed consolidated financial statements were prepared on a stand-alone basis for Private CalciMedica and did not include the combined entities activity or financial position. Subsequent to the Merger, the condensed consolidated financial statements as of and for the three and nine months ended September 30, 2024 include the combined company’s activity from March 21, 2023 through September 30, 2024, and assets and liabilities of Graybug at their acquisition date fair value. Historical share and per share figures of Private CalciMedica have been retroactively restated based on the exchange ratio of 0.0288.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in the Company’s condensed consolidated financial statements and accompanying notes. The most significant estimates in the Company’s condensed consolidated financial statements relate to accruals for research and development expenses, valuation of warrants and valuation of equity awards. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

Concentration of Credit Risk and other Risks and Uncertainties

Financial instruments, which potentially subject the Company to significant concentrations of risk, consist principally of cash and cash equivalents. The Company’s cash is deposited with major federally insured U.S. financial institutions. The Company has no off-balance sheet concentrations of credit risk, such as foreign currency exchange contracts, option contracts or other hedging arrangements.

The Company is dependent on contract manufacturing organizations (“CMO”) to supply products for research and development of its product candidates, including preclinical and clinical studies, and for commercialization of its product candidates, if approved. The Company’s development programs could be adversely affected by any significant interruption in the CMO’s operations or by a significant interruption in the supply of active pharmaceutical ingredients and other components.

Products developed by the Company require approval from the U.S. Food and Drug Administration (“FDA”) or other international regulatory agencies prior to commercial sales. There can be no assurance the Company’s product candidates will receive the necessary approvals. If the Company is denied approvals, approvals are delayed, or the Company is unable to maintain approvals received, such events could have a materially adverse impact on the Company.

Cash and Cash Equivalents

Cash and cash equivalents consist of readily available cash in checking accounts, money market funds, U.S treasury bills and commercial paper. The Company considers all highly liquid investments with an original maturity of three months or less from the date of purchase to be cash equivalents.

Short-term Investments

The Company invests excess cash in commercial paper, U.S. treasury bills and U.S. government sponsored entities, such as mortgage-backed securities. These investments are included in short-term investments on the balance sheet, classified as available-for-sale and reported at fair value with unrealized gains and losses included in accumulated other comprehensive loss. Realized gains and losses on the sale of these securities are recognized in net loss.

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The financial information is regularly reviewed by the chief operating decision maker (“CODM”), in deciding how to allocate resources. The Company’s CODM is its chief executive officer. The Company’s singular focus is on developing highly selective calcium release-activated calcium channel inhibitors to improve outcomes for patients with acute inflammatory indications. No revenue has been generated since inception, and all tangible assets are held in the United States.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets (generally three to five years) and consist of manufacturing and lab equipment primarily located in Indiana, furniture,

computers; and phones. Repairs and maintenance costs are charged to expense as incurred. Depreciation expense recognized for the three months ended September 30, 2024 and 2023 was $15,000 and $12,000, respectively, and for the nine months ended September 30, 2024 and 2023 was $44,000 and $39,000, respectively.

Long-lived Assets

Long-lived assets consist primarily of property and equipment. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset is not recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value would be assessed using discounted cash flows or other appropriate measures of fair value. The Company did not recognize any impairment losses for the three and nine months ended September 30, 2024 and 2023, respectively.

Leases

The Company leases office space with an original lease term of twelve months and does not have a right-of-use asset or lease liability recorded. The Company's policy is not to record leases with an original term of twelve months or less on the consolidated balance sheets. The Company recognizes lease expense for this short-term lease on a straight-line basis over the term of the lease. The lease is accounted for under ASC 842, Leases, and has been classified as an operating lease. Rent expense recognized was $30,000 and $28,000 for the three months ended September 30, 2024 and 2023, respectively, and $90,000 and $246,000 for the nine months ended September 30, 2024 and 2023, respectively.

Research and Development Costs

Research and development costs consist primarily of salaries, payroll taxes, employee benefits and stock-based compensation for those individuals involved in ongoing research and development efforts, as well as fees paid to consultants, external research fees, license fees paid to third parties for use of their intellectual property, laboratory supplies and development of compound materials, associated overhead expenses and facilities and depreciation costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. All research and development costs are expensed as incurred.

The Company estimates preclinical studies and clinical trial expenses based on the services performed pursuant to contracts with research institutions and clinical research organizations that conduct and manage preclinical studies and clinical trials on the Company’s behalf. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. These estimates are based on communications with the third-party service providers, and on information available at each balance sheet date. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company will adjust the accrual accordingly. The estimates are trued up to reflect the best information available at the time of the financial statement issuance. Although the Company does not expect its estimates to be materially different from amounts actually incurred, the Company’s estimate of the status and timing of services performed relative to the actual status and timing of services performed may vary.

General and Administrative Costs

General and administrative expenses consist primarily of salaries and related benefits, including stock-based compensation, related to executive, finance, business development, legal, human resources and support functions, including professional fees for auditing, tax, consulting and patent-related services, rent and utilities and insurance.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred since recoverability of such expenditures is uncertain.

Deferred Offering Costs

The Company capitalizes costs that are directly associated with equity financings until such financings are consummated, at which time such costs are recorded against the gross proceeds of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations and comprehensive loss. As of September 30, 2024, the Company has deferred costs associated with its ATM Facility (as defined in Note 7) of $0.4 million on the condensed consolidated balance sheets.

Warrant Liability

Private CalciMedica has issued various freestanding warrants to purchase shares of its convertible preferred stock. Prior to the Merger, Private CalciMedica adjusted the carrying value of such convertible preferred stock warrants to the estimated fair value at each reporting date, with any related increases or decreases in the fair value being recorded within other income (expense) in the condensed consolidated statements of operations and comprehensive loss. Pursuant to the Merger Agreement, the Series C convertible preferred stock warrants became warrants to purchase shares of the combined company's common stock. As a result of the Merger, the warrants no longer meet the requirements for liability accounting and, as such, Private CalciMedica adjusted the value of the warrants to the estimated fair value as of the Merger date and reclassified them to stockholders' equity (deficit).

As a result of the 2024 Private Placement, certain warrants to purchase common stock were deemed freestanding warrants and are reflected in the Company’s balance sheet as a liability as of and for the period ending September 30, 2024.

Stock-based Compensation

Stock-based compensation expense represents the cost of the grant date fair value of employee stock options recognized over the requisite service period of the awards (usually the vesting period) on a straight-line basis. Private CalciMedica estimates the fair value of stock option grants using the Black-Scholes option pricing model (“Black-Scholes”). Forfeitures are recognized as a reduction of stock-based compensation expense as they occur. Equity-based compensation expense is classified in the statements of operations in the same manner in which the award recipients’ payroll costs are classified or in which the award recipients’ service payments are classified. The fair value of each stock option grant is estimated on the date of grant using Black Scholes. The following summarizes the inputs used:

Fair Value of Common Stock

Prior to the Merger, there was no public market for Private CalciMedica’s common stock. The fair value of the shares of common stock underlying Private CalciMedica’s share-based awards was estimated on each grant date by Private CalciMedica’s board of directors. To determine the fair value of Private CalciMedica’s common stock underlying option grants, the board of directors considered, among other things, input from management and valuations of Private CalciMedica's common stock prepared by third-party valuation firms.

Post Merger, the Company uses the closing stock price the day of the grant date for the fair value.

Risk-Free Interest Rate

The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities similar to the expected term of the awards.

Expected Volatility

Prior to the Merger, since Private CalciMedica did not have publicly traded equity securities, the volatility of the options has been estimated using peer group volatility information. Post Merger, the Company uses an average volatility for comparable publicly-traded biopharmaceutical companies over a period equal to the expected term of the stock award grant as the Company does not yet have sufficient historical trading history for its own stock. The Company will continue to apply this method until a sufficient amount of historical information over a period equal to the expected term of the stock-based awards becomes available.

Expected Term

The Company used the simplified method to calculate the expected term for all grants during all periods, which is based on the midpoint between the vesting date and the end of the contractual term.

Expected Dividend Yield

The Company has never paid and has no present intention to pay cash dividends.

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources which are excluded from net loss. The Company’s only element of other comprehensive loss is unrealized gains and losses on marketable securities and short-term investments.

Related Party Transactions

The Company’s board of directors reviews and approves transactions with directors, officers and holders of 5% or more of its voting securities and their affiliates, each a related party. The material facts as to the related party’s relationship or interest in the transaction are disclosed to its board of directors prior to their consideration of such transaction, and the transaction is not considered approved by its board of directors unless a majority of the directors who are not interested in the transaction approve the transaction.

Beginning in November 2020, Private CalciMedica has paid consulting fees monthly to a consulting firm affiliated with the Company’s interim chief financial officer in connection with its consulting agreement. The Company recorded expense of $57,000 and $94,000 during the three months ended September 30, 2024 and 2023, respectively and $243,000 and $440,000 during the nine months ended September 30, 2024 and 2023, respectively.

In May 2024, the Company granted a warrant to purchase 10,000 shares of common stock to a consulting firm affiliated with the Company’s interim chief financial officer. The Company recorded expense of $5,000 and $8,000 for the three and nine months ended September 30, 2024, respectively.

Net Loss Per Share

Basic net loss per share is computed using the weighted average number of shares of common stock outstanding during the period, including the Pre-Funded Warrants and Placement Agent Warrants (as defined in Note 7). The Company calculates diluted net loss per share using the more dilutive of the (i) treasury stock method, if-converted method, or contingently issuable share method, as applicable, or (ii) the two-class method. For warrants, the calculation of diluted net loss per share requires that, to the extent the average fair value of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to net loss per share for the period, adjustments to net loss used in the calculation are required to remove the change in fair value of the warrants for the period.

In the periods presented, the Company’s outstanding stock options and warrants, other than the Pre-Funded Warrants and Placement Agent Warrants, were excluded from the calculation of net loss per share because the effect would be antidilutive. Accordingly, in periods in which the Company reports a net loss, diluted net loss per share is the same as basic net loss per share.

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU provides guidance that simplified the accounting for certain financial instruments with characteristics of liabilities and equity. The new guidance reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments intended to improve the information provided to users. The guidance also amended the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. Finally, the standard changed the way certain convertible instruments are treated when calculating earnings per share. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU as of January 1, 2024, which did not have a material impact on its condensed consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires public entities to disclose significant segment expenses regularly provided to the chief operating decision-maker. Public entities with a single reporting segment have to provide all disclosures required by ASC 280, including the significant segment expense disclosures. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect this ASU to have a material impact on the consolidated financial statements.

In December 2023, the FASB issued final guidance in ASU No. 2023-09, Income Taxes (ASC 740): Improvements to Income Tax Disclosures requiring entities to provide additional information in the rate reconciliation and disclosures about income taxes paid. For public business entities, the guidance is effective for annual periods beginning after December 15, 2024. The Company does not expect this ASU to have a material impact on the consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which requires public entities to disclose in the notes to financial statements, of additional specified information about certain costs and expenses. For public business entities, the guidance is effective for annual periods beginning after December 15, 2026 and interim periods after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact that this guidance will have on the condensed consolidated financial statements.

Merger and Related Transactions - Additional Information (Details) $ / shares in Units, $ in Millions		9 Months Ended
	Mar. 17, 2023 $ / shares	Sep. 30, 2024 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares	Mar. 31, 2023 $ / shares
Business Acquisition [Line Items]
Stock issued during period private placement \| shares		0.0288
Consideration Transferred		$ 29.4
Prepaid and other current assets obtained		2.1
Payables and accruals incurred		2.3
Transaction costs		$ 4.6
Common stock par value \| $ / shares		$ 0.0001		$ 0.0001
Severance and termination benefit expense		$ 5.7
Acceleration of stock awards		$ 10.5
Common Stock
Business Acquisition [Line Items]
Shares issued during period upon conversion of units \| shares		3,946,540
CalciMedica
Business Acquisition [Line Items]
Percentage of ownership of common stock		72.00%
Graybug
Business Acquisition [Line Items]
Percentage of ownership of common stock		28.00%
Graybug
Business Acquisition [Line Items]
Number of shares of stock issued \| shares		1,571,433
Common stock par value \| $ / shares	$ 0.0001				$ 0.0001
Reverse Stock Split	14
Acceleration of stock awards			$ 10.5

Net Loss Per Share - Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	5,694,811	2,016,184
Stock Options to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	2,724,443	1,739,747
Warrants to Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total	2,970,368	276,437

Net Loss Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share amounts):


	Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Numerator:
Net loss	$		(5,618	)	$		(4,619	)	$		(9,442	)	$		(30,211	)
Denominator
Basic and diluted
Weighted-average common shares outstanding, basic and diluted			10,752,713				5,667,343				10,323,344				4,068,526
Weighted-average pre-funded warrants outstanding, basic and diluted			306,506				—				281,896				—
Weighted-average placement agent warrants outstanding, basic and diluted			75,745				—				69,291				—
Weighted-average number of shares used to calculate basic and diluted net loss per share			11,134,964				5,667,343				10,674,531				4,068,526

Net loss per share - basic and diluted	$		(0.50	)	$		(0.82	)	$		(0.88	)	$		(7.43	)

The following outstanding potentially dilutive shares have been excluded from the calculation of diluted net loss per share due to their anti-dilutive effect:


	As of September 30,
	2024		2023
Stock options to purchase common stock		2,724,443		1,739,747
Warrants to purchase common stock		2,970,368		276,437
Total		5,694,811		2,016,184

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock par value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	10,761,917	5,754,505
Common Stock, Shares, Outstanding	10,761,917	5,754,505

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 3,546	$ 2,772	$ 10,647	$ 13,077
General and administrative	2,190	2,061	7,385	20,679
Total operating expenses	5,736	4,833	18,032	33,756
Loss from operations	(5,736)	(4,833)	(18,032)	(33,756)
Change in fair value of financial instruments	(100)	0	7,790	3,168
Other income	218	214	800	377
Total other income	118	214	8,590	3,545
Net loss	$ (5,618)	$ (4,619)	$ (9,442)	$ (30,211)
Net loss per share - basic	$ (0.5)	$ (0.82)	$ (0.88)	$ (7.43)
Net loss per share - diluted	$ (0.5)	$ (0.82)	$ (0.88)	$ (7.43)
Weighted-average number of shares outstanding used in computing net loss per share - basic	11,134,964	5,667,343	10,674,531	4,068,526
Weighted-average number of shares outstanding used in computing net loss per share - diluted	11,134,964	5,667,343	10,674,531	4,068,526

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (5,618)	$ (3,954)	$ 130	$ (4,619)	$ (6,304)	$ (19,288)	$ (9,442)	$ (30,211)
Denominator
Weighted-average common shares outstanding, basic	10,752,713			5,667,343			10,323,344	4,068,526
Weighted-average common shares outstanding, diluted	10,752,713			5,667,343			10,323,344	4,068,526
Weighted-average pre-funded warrants outstanding, basic	306,506			0			281,896	0
Weighted-average pre-funded warrants outstanding, diluted	306,506			0			281,896	0
Weighted-average placement agent warrants outstanding, basic	75,745			0			69,291	0
Weighted-average placement agent warrants outstanding, diluted	75,745			0			69,291	0
Weighted-average number of shares used to calculate basic net loss per share	11,134,964			5,667,343			10,674,531	4,068,526
Weighted-average Number of Shares used to Calculate Diluted Net Loss Per Share, Total	11,134,964			5,667,343			10,674,531	4,068,526
Net income (loss) per share
Net loss per share - basic	$ (0.5)			$ (0.82)			$ (0.88)	$ (7.43)
Net income (loss) per share
Net loss per share - diluted	$ (0.5)			$ (0.82)			$ (0.88)	$ (7.43)

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Liabilities:
Total liabilities measured at fair value		$ 0
Fair Value, Recurring
Current assets:
Cash equivalents	$ 8,920,000	5,372,000
Short-term investments	5,452,000	5,708,000
Assets measured at fair value	14,372,000	11,080,000
Liabilities:
Total liabilities measured at fair value	3,400,000
Fair Value, Recurring \| Money Market Funds
Current assets:
Cash equivalents	6,672,000	3,634,000
Fair Value, Recurring \| Commercial Paper
Current assets:
Cash equivalents		1,738,000
Short-term investments	4,461,000	5,213,000
Fair Value, Recurring \| U.S. Treasury bills
Current assets:
Cash equivalents	2,248,000
Short-term investments	991,000
Fair Value, Recurring \| U.S. Government Sponsored Entities - Mortgagebacked Securities
Current assets:
Short-term investments		495,000
Fair Value, Recurring \| Warrant Liability
Liabilities:
Total liabilities measured at fair value	3,400,000
Fair Value, Recurring \| Level 1
Current assets:
Cash equivalents	6,672,000	3,634,000
Assets measured at fair value	6,672,000	3,634,000
Fair Value, Recurring \| Level 1 \| Money Market Funds
Current assets:
Cash equivalents	6,672,000	3,634,000
Fair Value, Recurring \| Level 2
Current assets:
Cash equivalents	2,248,000	1,738,000
Short-term investments	5,452,000	5,708,000
Assets measured at fair value	7,700,000	7,446,000
Fair Value, Recurring \| Level 2 \| Commercial Paper
Current assets:
Cash equivalents		1,738,000
Short-term investments	4,461,000	5,213,000
Fair Value, Recurring \| Level 2 \| U.S. Treasury bills
Current assets:
Cash equivalents	2,248,000
Short-term investments	991,000
Fair Value, Recurring \| Level 2 \| U.S. Government Sponsored Entities - Mortgagebacked Securities
Current assets:
Short-term investments		$ 495,000
Fair Value, Recurring \| Level 3
Liabilities:
Total liabilities measured at fair value	3,400,000
Fair Value, Recurring \| Level 3 \| Warrant Liability
Liabilities:
Total liabilities measured at fair value	$ 3,400,000

Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued payroll and other employee benefits	$ 709	$ 935
Accrued severance	0	89
Accrued professional fees	388	345
Accrued franchise tax	30	77
Accrued other	16	22
Total accrued expenses	$ 1,143	$ 1,468

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 06, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Trading Symbol	CALC
Entity Registrant Name	CalciMedica, Inc.
Entity Central Index Key	0001534133
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Common Stock, Shares Outstanding		13,481,917
Entity File Number	001-39538
Entity Tax Identification Number	45-2120079
Entity Address, Address Line One	505 Coast Boulevard South
Entity Address, Address Line Two	Suite 307
Entity Address, City or Town	La Jolla
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92037
City Area Code	858
Local Phone Number	952-5500
Entity Interactive Data Current	Yes
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false

Employee Benefits

9 Months Ended

Sep. 30, 2024

Retirement Benefits [Abstract]

Employee Benefits

10. Employee Benefits

In January 2007, Private CalciMedica adopted a defined contribution 401(k) plan for substantially all employees. There were no contributions made by the Company to the 401(k) plan for the nine months ended September 30, 2024 and 2023, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(iii)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (o)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (p)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (r)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 60
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accrued Expenses

6. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll and other employee benefits	$	709	$	935
Accrued severance		—		89
Accrued professional fees		388		345
Accrued franchise tax		30		77
Accrued other		16		22
Total accrued expenses	$	1,143	$	1,468

Subsequent Event

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

13. Subsequent Event

Underwritten Public Offering

On November 1, 2024, the Company closed an underwritten public offering of 2,720,000 shares of its common stock at a price to the public of $3.75 per share (the “2024 Follow-On”). The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, were $10.2 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 408,000 shares of its common stock at the public offering price, less underwriting discounts and commissions.

ATM Suspension

On October 30, 2024, the Company suspended sales under its ATM Facility and will not make any sales thereunder until a new at-the-market offering prospectus supplement is filed with the SEC.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023	Mar. 17, 2023
Common stock par value	$ 0.0001	$ 0.0001
Graybug
Common stock par value			$ 0.0001	$ 0.0001

Subsequent Event - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	9 Months Ended
	Nov. 01, 2024	Jun. 30, 2024	Sep. 30, 2024
Common Stock
Subsequent Event [Line Items]
Stock issued		8,950	101,522
Subsequent Event
Subsequent Event [Line Items]
Proceeds from issuance Initial Public Offering	$ 10.2
Subsequent Event \| Public Offering
Subsequent Event [Line Items]
Shares issued, price per share	$ 3.75
Proceeds from issuance Initial Public Offering	$ 10.2
Underwriters option period	30 days
Maximum number of additional shares issued	408,000
Subsequent Event \| Common Stock \| Public Offering
Subsequent Event [Line Items]
Stock issued	2,720,000
Maximum number of additional shares issued	408,000

Employee Benefits - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Retirement Benefits [Abstract]
Employees Contributions	$ 0	$ 0

Convertible Promissory Notes and Convertible Promissory Note Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		9 Months Ended
	Nov. 30, 2022	Apr. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Mar. 20, 2023	Nov. 20, 2022
Debt Instrument [Line Items]
Public combination multiplied cash price paid per share	$ 0.85
Percentage of warrant coverage	40.00%
Risk free interest rate			3.11%
Expected volatility			96.00%
Expected term (years)			6 years 3 days	6 years 3 months
Minimum
Debt Instrument [Line Items]
Risk free interest rate				3.50%
Expected volatility				75.00%
Maximum
Debt Instrument [Line Items]
Risk free interest rate				3.56%
Expected volatility				76.00%
Common Stock
Debt Instrument [Line Items]
Percentage of warrant coverage						15.00%
Common Stock \| Private CalciMedica
Debt Instrument [Line Items]
Number of convertible promissory note converted into common stock	20,487,104
Common Stock \| Graybug
Debt Instrument [Line Items]
Number of convertible promissory note converted into common stock	590,031
Convertible promissory notes
Debt Instrument [Line Items]
Issuance or Sale of Convertible Promissory Notes		$ 5.0
Gross proceeds of Convertible Promissory Notes	$ 5.0	$ 3.5
Debt Instrument, Interest Rate During Period	6.00%
Convertible promissory notes \| Common Stock
Debt Instrument [Line Items]
Exercise price of warrants per share		$ 0.01
Convertible Promissory Note Warrants
Debt Instrument [Line Items]
Issuance or Sale of Convertible Promissory Notes	$ 8.5
Exercise price of warrants per share	$ 0.01
Addiitional convertible promissory notes and Convertible Promissory Note Warrants	$ 3.5
Convertible promissory note warrants convertible	5,308,047
Convertible promissory note warrants common stock converted	5,308,047				152,871
Exchange of stock for stock	152,875
Expected Per Share					$ 5.5
Convertible Promissory Note Warrants \| Minimum
Debt Instrument [Line Items]
Risk free interest rate	3.02%
Expected volatility	63.00%
Expected term (years)	4 years 1 month 6 days
Convertible Promissory Note Warrants \| Maximum
Debt Instrument [Line Items]
Risk free interest rate	4.20%
Expected volatility	67.00%
Expected term (years)	4 years 7 months 6 days
Convertible Promissory Note Warrants \| Common Stock
Debt Instrument [Line Items]
Exercise price of warrants per share	$ 0.01

Fair Value Measurements - Additional Information (Details)	Dec. 31, 2023 USD ($)
Fair Value Disclosures [Abstract]
Fair value liabilities	$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 9,151	$ 5,530
Short-term investments	5,452	5,708
Prepaid expenses and other current assets	1,083	367
Total current assets	15,686	11,605
Property and equipment, net	130	167
Other assets	396	413
Total assets	16,212	12,185
Current liabilities:
Accounts payable	1,536	1,419
Accrued clinical trial costs	1,103	1,141
Accrued expenses	1,143	1,468
Total current liabilities	3,782	4,028
Warrant liability	3,400	0
Total liabilities	7,182	4,028
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.0001 par value; 10,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively; no shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2024 and December 31, 2023; 10,761,917 and 5,754,505 issued and outstanding at September 30, 2024 and December 31, 2023, respectively	3	1
Additional paid-in capital	164,529	154,218
Accumulated deficit	(155,506)	(146,064)
Accumulated other comprehensive income	4	2
Total stockholders' equity	9,030	8,157
Total liabilities and stockholders' equity	$ 16,212	$ 12,185

Stock-based Compensation - Schedule of Common Stock Reserved for Future issuance (Details) - shares	Sep. 30, 2024	Jun. 30, 2024	Mar. 28, 2024	Dec. 31, 2023	Mar. 20, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock warrants	3,352,621
Stock options issued and outstanding	2,724,443	2,724,443		1,739,270
Common stock shares reserved for future issuance	7,147,658
2023 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance	948,049		1,500,000		1,000,000
2023 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance	122,545

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($)				1 Months Ended				3 Months Ended			9 Months Ended
	Feb. 05, 2024	Jan. 19, 2024	Mar. 20, 2023	May 31, 2024	Aug. 31, 2023	Oct. 31, 2022	Nov. 30, 2020	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Temporary Equity [Line Items]
Common stock, shares authorized								500,000,000			500,000,000		500,000,000
Preferred stock, shares authorized								10,000,000			10,000,000		10,000,000
Available for sale under Shelf Registration Statement								$ 99,600,000			$ 99,600,000
Net proceeds									$ 47,000
Common stock, shares issued								10,761,917			10,761,917		5,754,505
Fair value of warrant liability											$ (7,790,000)	$ (1,146,000)
Common stock par value								$ 0.0001			$ 0.0001		$ 0.0001
Expected term (years)											6 years 3 days	6 years 3 months
Risk free interest rate											3.11%
Expected volatility											96.00%
Expected dividend yield											0.00%	0.00%
General and administrative								$ 2,190,000		$ 2,061,000	$ 7,385,000	$ 20,679,000
Preferred stock, par value								$ 0.0001			$ 0.0001		$ 0.0001
Conversion of stock description		Each Placement Agent Warrant was accompanied by one Tranche A Common Warrant to purchase one half of a share of common stock and one Tranche B Warrant to purchase one half of a share of common stock, for an aggregate of 75,746 Common Warrants.
2023 Private Placement
Temporary Equity [Line Items]
Gross proceeds from the private placement											$ 20,400,000
Stock issued											20,700,000
Net proceeds											$ 10,300,000
2024 Private Placement
Temporary Equity [Line Items]
Exercise price of warrants per share		$ 0.0001						$ 3.827			$ 3.827
Number of warrants converted to common stock	7,839	67,908
Gross proceeds from the private placement	$ 20,400,000
Net proceeds from issuance of private placement	19,000,000
Conversion of stock, shares converted		75,746
Sale of stock, shares		4,985,610
Commissions paid	$ 1,400,000
Shelf Registration Statement
Temporary Equity [Line Items]
Issuance and sale of equity					$ 100,000,000
ATM
Temporary Equity [Line Items]
Stock issued								0			8,950
Commissions paid											$ 13,000
Remaining amount of available for sale											17,000,000
Issuance and sale of equity											$ 17,300,000
Amended and Restated Certificate of Incorporation
Temporary Equity [Line Items]
Common stock, shares authorized								500,000,000			500,000,000
Preferred stock, shares authorized								10,000,000			10,000,000
Common stock par value								$ 0.0001			$ 0.0001
Preferred stock, par value								$ 0.0001			$ 0.0001
Chief Financial Officer
Temporary Equity [Line Items]
Exercise price of warrants per share							$ 0.19
Stock and warrants issued during period shares common stock and warrants				10,000			400,000
Warrant liability fair value				$ 20,000			$ 120,000
Expected term (years)				12 months			10 years
Risk free interest rate				4.42%			0.96%
Expected volatility				89.00%			80.00%
Expected dividend yield				0.00%			0.00%
General and administrative								$ 5,000			$ 8,000
Vesting period							24 months
Warrant term							10 years
Officers and Directors
Temporary Equity [Line Items]
Stock and warrants issued during period shares common stock and warrants						496,970
Warrant liability fair value						$ 125,000
Expected term (years)						10 years
Risk free interest rate						4.10%
Expected volatility						82.00%
Expected dividend yield						0.00%
General and administrative								$ 2,000		14,000	$ 5,000	$ 42,000
Warrant term						10 years
Directors, Employees or Consultants \| 2024 Private Placement
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 4.3915			$ 4.3915
Maximum
Temporary Equity [Line Items]
Risk free interest rate												3.56%
Expected volatility												76.00%
Maximum \| Officers and Directors
Temporary Equity [Line Items]
Vesting period						48 months
Minimum
Temporary Equity [Line Items]
Risk free interest rate												3.50%
Expected volatility												75.00%
Minimum \| Officers and Directors
Temporary Equity [Line Items]
Vesting period						12 months
Common Stock
Temporary Equity [Line Items]
Stock issued									8,950		101,522
Net proceeds											$ 319,000
Fair value of common stock		$ 8,500,000
Common stock, shares issued			1,571,433
Common Warrants \| 2024 Private Placement
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 3.827			$ 3.827
Preferred Stock
Temporary Equity [Line Items]
Fair value of warrant liability								$ 0		0	$ 0	$ 796,000
Pre Funded Warrants
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 0.0001			$ 0.0001
Warrant liability fair value								$ 500,000			$ 500,000
Pre Funded Warrants \| 2024 Private Placement
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 3.8269			$ 3.8269
Number of warrants converted to common stock		306,506
Decrease in warrant exercise price											0.0001
Placement Agent Warrants
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 0.0001			$ 0.0001
Warrant liability fair value								$ 100,000			$ 100,000
Tranche A Common Warrants
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 5.36			$ 5.36
Fair value of warrant liability								$ 200,000			$ 4,100,000
Warrants expiration date								Jul. 27, 2024			Jul. 27, 2024
Warrant liability fair value								$ 4,100,000			$ 4,100,000
Fair value of warrants								$ 0			$ 0
Expected term (years)											11 months 8 days
Risk free interest rate											4.90%
Expected volatility											100.00%
Expected dividend yield											0.00%
Tranche A Common Warrants \| 2024 Private Placement
Temporary Equity [Line Items]
Number of warrants converted to common stock		2,646,058
Tranche B Common Warrants
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 7.15			$ 7.15
Fair value of warrant liability								$ 300,000			$ 3,700,000
Warrant liability fair value								7,100,000			7,100,000
Fair value of warrants								3,400,000			$ 3,400,000
Expected term (years)											1 year 8 months 8 days
Risk free interest rate											4.50%
Expected volatility											100.00%
Expected dividend yield											0.00%
Tranche A and Tranche B Common Warrants
Temporary Equity [Line Items]
Sale of stock, shares		2,646,058
Warrants \| Chief Financial Officer
Temporary Equity [Line Items]
General and administrative								$ 0		$ 13,000	$ 0	$ 38,000
Pre Merger CalciMedica \| 2023 Private Placement
Temporary Equity [Line Items]
Conversion of stock, shares converted			20,706,997
Pre Merger CalciMedica \| Calcimedica Preferred Stock \| 2023 Private Placement
Temporary Equity [Line Items]
Conversion of stock, shares converted			84,820,880
Post Merger CalciMedica \| 2023 Private Placement
Temporary Equity [Line Items]
Conversion of Stock, Shares Issued			596,363
Post Merger CalciMedica \| Calcimedica Preferred Stock \| 2023 Private Placement
Temporary Equity [Line Items]
Conversion of Stock, Shares Issued			84,820,880
Post Merger CalciMedica \| Calcimedica Common Stock \| 2023 Private Placement
Temporary Equity [Line Items]
Conversion of Stock, Shares Issued			2,442,852
Post Merger Transaction \| Chief Financial Officer
Temporary Equity [Line Items]
Exercise price of warrants per share								$ 6.6			$ 6.6
Number of warrants converted to common stock							11,520
Post Merger Transaction \| Officers and Directors
Temporary Equity [Line Items]
Exercise price of warrants per share						$ 10.42
Number of warrants converted to common stock						14,313

Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Provision or benefit for income taxes	$ 0	$ 0	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Merger and Related Transactions

9 Months Ended

Sep. 30, 2024

Business Combinations [Abstract]

Merger and Related Transactions

3. Merger and Related Transactions

As described in Note 1 - Nature of Business, Private CalciMedica merged with a wholly-owned subsidiary of Graybug on March 20, 2023. The Merger was accounted for as a reverse recapitalization under U.S. GAAP. Private CalciMedica was considered the accounting acquirer for financial reporting purposes. This determination is based on the facts that, immediately following the

Merger: (i) former Private CalciMedica stockholders owned a substantial majority of the voting rights of the combined company; Private CalciMedica designated a majority (five of seven) of the initial members of the board of directors of the combined company; and former Private CalciMedica's senior management held all key positions in senior management of the combined company. The transaction is accounted for as a reverse recapitalization of Graybug by Private CalciMedica similar to the issuance of equity for the net assets of Graybug, which are primarily cash and cash equivalents, short-term investments and other non-operating assets. It was concluded that any in-process research and development assets that remained as of the Merger would be de minimis when compared to the cash, cash equivalents and short-term investments obtained through the Merger.

Under reverse recapitalization accounting, the assets and liabilities of Graybug were recorded at their fair value, which approximated book value due to the short-term nature of the instruments. The Company's consolidated condensed financial statements reflect the issuance of 1,571,433 shares to the former stockholders of Graybug.

Under the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding share of Private CalciMedica capital stock (after giving effect to the automatic conversion of all shares of Private CalciMedica preferred stock into shares of Private CalciMedica common stock, the automatic exercise of certain Private CalciMedica warrants to purchase shares of Private CalciMedica common stock in accordance with their terms (the “Private CalciMedica warrant exercises”), the conversion of Private CalciMedica convertible promissory notes into Private CalciMedica common stock and the closing of the 2023 Private Placement (as defined and discussed in Note 7 - Convertible Preferred Stock, Common Stock, and Stockholders' Equity (Deficit)), was converted into the right to receive 0.0288 shares of Graybug common stock, which resulted in the issuance by Graybug of an aggregate of 3,946,540 shares of Graybug common stock to the stockholders of Private CalciMedica in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act and the rules promulgated thereunder. In addition, Graybug assumed the Private CalciMedica 2006 Stock Plan (See Note 8 - Stock-Based Compensation), and each outstanding and unexercised option to purchase Private CalciMedica common stock and each outstanding and unexercised warrant to purchase Private CalciMedica common stock (excluding the warrants which were automatically exercised pursuant to the Private CalciMedica warrant exercises) became options and warrants, respectively, to purchase shares of Graybug common stock. Immediately following the consummation of the Merger prior Private CalciMedica and Graybug stockholders collectively own approximately 72% and 28% of the Company, respectively, on a fully diluted basis.

As part of the reverse recapitalization, Private CalciMedica received $29.4 million of cash, cash equivalents and short-term investments, net of transaction costs. Private CalciMedica also obtained prepaid and other current assets of approximately $2.1 million and assumed payables and accrued expenses of approximately $2.3 million. Private CalciMedica also incurred transaction costs of approximately $4.6 million, which is recorded as a reduction to additional paid-in capital in the accompanying condensed consolidated statement of convertible preferred stock and stockholders' equity (deficit). The Company also recorded one-time charges of $10.5 million for the acceleration of the Graybug stock awards and $5.7 million in severance charges that are recorded in the condensed consolidated statements of operations and comprehensive loss for the nine months ended September 30, 2023.

On March 17, 2023, in connection with the transactions contemplated by the Merger Agreement and following a special meeting of Graybug’s stockholders, Graybug filed an Amended and Restated Certificate of Incorporation effecting a reverse stock split of Graybug’s common stock, par value $0.0001 per share, at a ratio of 14:1 (“Reverse Stock Split”).

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30, 2024		December 31, 2023
Accrued payroll and other employee benefits	$	709	$	935
Accrued severance		—		89
Accrued professional fees		388		345
Accrued franchise tax		30		77
Accrued other		16		22
Total accrued expenses	$	1,143	$	1,468

Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 01, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 28, 2024	Dec. 31, 2023	Mar. 20, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance		7,147,658		7,147,658
Common stock, shares issued		10,761,917		10,761,917			5,754,505
Stock issued on exercise of stock options, Shares				12,852
Number of options, forfeited				228,475
Number of options, granted				1,226,500
Acceleration of stock awards				$ 10,500
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		$ 273	$ 184	634	$ 2,426
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense		$ 508	$ 298	$ 1,047	9,645
Graybug
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Acceleration of stock awards					10,500
Graybug \| Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense					1,900
Graybug \| General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense					$ 8,600
2020 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares unavailable for grant (shares)		223,743		223,743
2006 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expiration period				10 years
Award vesting rights, percentage				25.00%
Award vesting period				1 year
Vesting period				36 months
2023 Equity Incentive Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance		948,049		948,049		1,500,000		1,000,000
Percentage of aggregate number of shares of common stock outstanding on last day of preceding year added to plan				5.00%
Number of options, forfeited				228,475
Increase in number of shares reserved for issuance	287,725
Shares available for grant (shares)		948,049		948,049
2023 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares reserved for future issuance		122,545		122,545
Common stock shares reserved for future issuance, initial		65,000		65,000
Weighted averagefair value options, granted				$ 4.17	$ 4.47
Total fair value of shares vested				$ 1,600	$ 12,100
Common stock, shares issued		195,000		195,000
Stock issued on exercise of stock options, Shares				12,852
Percentage of aggregate number of shares of common stock outstanding on last day of preceding year added to plan				1.00%
Increase in number of shares reserved for issuance				57,545
Stock Issued				0
Total unrecognized stock-based compensation expenses related to outstanding unvested stock awards		$ 5,000		$ 5,000
Total unrecognized stock-based compensation expenses related to outstanding unvested stock awards weighted-average term of recognition				2 years 9 months 18 days

Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Share-based Payment Arrangement [Abstract]
Number of options, outstanding	2,724,443	1,739,270
Number of options, granted		1,226,500
Number of options, exercised		(12,852)
Number of options, forfeited		(228,475)
Number of options, outstanding	2,724,443	2,724,443	1,739,270
Number of options, vested and exercisable	1,192,485	1,192,485
Weighted average exercise price, outstanding		$ 15.71
Weighted average exercise price, granted		4.17
Weighted average exercise price, exercised		1.55
Weighted average exercise price, forfeited		75.27
Weighted average exercise price, outstanding	$ 5.58	5.58	$ 15.71
Weighted average exercise price, options vested and exercisable	$ 6.63	$ 6.63
Weighted average remaining contractual term, outstanding		8 years 4 months 6 days	6 years 11 months 26 days
Weighted average remaining contractual term, Granted		$ 9.69
Weighted average remaining contractual term, options vested and exercisable		7 years 1 month 9 days
Aggregate intrinsic value, outstanding	$ 1,280	$ 1,280	$ 76
Aggregate intrinsic value, granted		330
Agrgregate intrinsic value, vested and exercisable	$ 540	$ 540

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating activities:
Net loss	$ (9,442,000)	$ (30,211,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	1,681,000	12,071,000
Depreciation	44,000	39,000
Change in the fair value of warrant liability	(7,790,000)	(1,146,000)
Change in the fair value of convertible promissory notes	0	(2,022,000)
Transaction costs associated with warrants	776,000	0
Non-cash interest expense	0	110,000
Accretion of discount on short-term investment	(492,000)	(61,000)
Changes in operating assets and liabilities:
Prepaid expenses and other current and non-current assets	(705,000)	2,490,000
Accounts payable	117,000	(1,474,000)
Accrued expenses and other liabilities	(363,000)	(1,914,000)
Net cash used in operating activities	(16,174,000)	(22,118,000)
Investing activities:
Purchase of investments	(18,837,000)	(2,941,000)
Maturity of investments	19,587,000	14,580,000
Purchases of property and equipment	(6,000)	(78,000)
Net cash provided by investing activities	744,000	11,561,000
Financing activities:
Proceeds from issuance of common stock, net of issuance costs	18,983,000	10,340,000
Acquisition of stock of Graybug, net of cash	0	14,859,000
Proceeds from exercise of stock options	20,000	0
Merger transaction costs	0	(4,546,000)
Proceeds from issuance of common stock from ATM Facility, net of issuance costs	49,000	72,000
Net cash provided by financing activities	19,052,000	20,725,000
Net increase in cash and cash equivalents	3,622,000	10,168,000
Cashand cash equivalents at beginning of period	5,530,000	1,476,000
Cash and cash equivalents at end of period	9,152,000	11,644,000
Supplemental cash flow information:
Conversion of Series A, B, C-1, C-2 and D convertible preferred stock to common stock	0	62,071,000
Issuance of common stock to Graybug stockholders as a result of the Merger	0	29,218,000
Short-term investments assumed in the Merger	0	9,776,000
Prepaid expenses and other current assets assumed in the Merger	0	2,096,000
Accounts payable and accrued liabilities assumed in the Merger	0	2,258,000
Conversion of C-2 warrants to common stock	0	442,000
Conversion of convertible promissory notes to common stock	0	3,245,000
Conversion of convertible promissory note warrants to common stock	0	841,000
Financing costs included in accounts payable	0	297,000
Reclassification of warrant liability to equity	$ 0	$ 216,000

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Current assets:
Cash equivalents:
Money market funds	$	6,672	$	—	$	—	$	6,672
U.S. Treasury bills		—		2,248		—		2,248
Total cash equivalents		6,672		2,248		—		8,920
Short-term investments:
Commercial paper		—		4,461		—		4,461
U.S. Treasury bills		—		991		—		991
Total short-term investments		—		5,452		—		5,452
Total assets measured at fair value	$	6,672	$	7,700	$	—	$	14,372


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Current assets:
Cash equivalents:
Money market funds	$	3,634	$	—	$	—	$	3,634
Commercial paper		—		1,738		—		1,738
Total cash equivalents		3,634		1,738		—		5,372
Short-term investments:
Commercial paper		—		5,213		—		5,213
U.S. Government sponsored entities - mortgage-backed securities		—		495		—		495
Total short-term investments		—		5,708		—		5,708
Total assets measured at fair value	$	3,634	$	7,446	$	—	$	11,080


	September 30, 2024
	Level 1		Level 2		Level 3		Total
Liabilities:
Warrant Liability	$	—	$	—	$	3,400	$	3,400
Total liabilities measured at fair value	$	—	$	—	$	3,400	$	3,400

Reconciliation of Liabilities Measured at Fair Value Using Level 3 Inputs

The following provides a reconciliation for all liabilities measured at fair value using Level 3 inputs for the nine months ended September 30, 2024 (in thousands):


Warrant liability
Balance at December 31, 2023	$	—
Initial Fair Value of Warrants		11,190
Change in Fair Value of Preferred Warrants		(5,590	)
Balance at March 31, 2024		5,600
Change in Fair Value of Preferred Warrants		(2,300	)
Balance at June 30, 2024		3,300
Forfeiture of warrants		(200	)
Change in Fair Value of Preferred Warrants		300
Balance at September 30, 2024	$	3,400

Summary of Company's Financial Assets Measured at Fair Value


	September 30, 2024
	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
Current assets:
Cash equivalents:
Money market funds	$	6,672	$	—	$	—	$	6,672
U.S Treasury bills		2,248		—		—		2,248
Total cash equivalents		8,920		—		—		8,920
Short-term investments:
Commercial paper		4,458		3		—		4,461
U.S Treasury bills		990		1		—		991
Total short-term investments		5,448		4		—		5,452
Total assets measured at fair value	$	14,368	$	4	$	—	$	14,372

Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues liabilities for such matters when future expenditures are probable and such expenditures can be reasonably estimated.

The Company has historically entered into contracts in the normal course of business with contract development and manufacturing organizations, for the manufacturing process development and the preclinical/clinical supply manufacturing, and our vendors for preclinical research studies and other services or products for operating purposes. These contracts generally provide for termination on notice of 60 to 90 days. As of September 30, 2024, there are five such contracts, four of those contracts with a CMO related to its development of Auxora and one acquired as a result of the Merger with approximately $1.8 million and $1.2 million of associated costs, respectively, still in effect for future services, and there were no unpaid cancellation or other related costs.

The Company may also, from time to time, become party or subject to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. Some of these proceedings have involved, and may involve in the future, claims that are subject to substantial uncertainties and unascertainable damages.

Operating Lease Agreements

The Company has an operating lease for office space in La Jolla, California. In January 2023, an amendment was executed for a twelve month term and therefore qualifies for the short-term lease exception. The lease was amended and renewed in December 2023 for an additional twelve month term and therefore qualifies for the short-term lease exception. Base rent for this lease is approximately $10,000 monthly.

Rent expense for the three months ended September 30, 2024 and 2023 was $30,000 and $28,000, respectively, and for the nine months ended September 30, 2024 and 2023 was $90,000 and $246,000, respectively, which is included in operating expenses.

Nature of Business - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended						9 Months Ended
	Nov. 01, 2024	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash, cash equivalents and short-term investments		$ 14,600						$ 14,600
Net Income (Loss)		(5,618)	$ (3,954)	$ 130	$ (4,619)	$ (6,304)	$ (19,288)	(9,442)	$ (30,211)
Accumulated deficit		(155,506)						(155,506)		$ (146,064)
Consideration Transferred								29,400
Total operating expenses		$ 5,736			$ 4,833			18,032	$ 33,756
Private Placement
Gross proceeds from the private placement								20,400
Net proceeds from private placement								19,000
Commissions and other transaction expenses								$ 1,400
Stock issued								20,700,000
Subsequent Event [Member]
Proceeds from issuance Initial Public Offering	$ 10,200
Subsequent Event [Member] \| Public Offering
Shares issued, price per share	$ 3.75
Proceeds from issuance Initial Public Offering	$ 10,200
Underwriters option period	30 days
Maximum number of additional shares issued	408,000
CalciMedica
Percentage of ownership of common stock		72.00%						72.00%
Graybug
Percentage of ownership of common stock		28.00%						28.00%
Convertible Debt [Member]
Proceeds from issuance of convertible notes								$ 8,600
Common Stock [Member]
Stock issued			8,950					101,522
Common Stock [Member] \| Subsequent Event [Member] \| Public Offering
Stock issued	2,720,000
Maximum number of additional shares issued	408,000
Preferred and Common stock [Member]
Total net proceeds								$ 131,700

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net loss	$ (5,618)	$ (4,619)	$ (9,442)	$ (30,211)
Unrealized gain on available-for-sale securities, net of tax	13	0	2	0
Comprehensive loss	$ (5,605)	$ (4,619)	$ (9,440)	$ (30,211)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
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-Section 50
-Paragraph 4
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 6.B)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-5

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482662/260-10-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-11

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit)

9 Months Ended

Sep. 30, 2024

Temporary Equity Disclosure [Abstract]

Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit)

7. Convertible Preferred Stock, Common Stock and Stockholders' Equity (Deficit)

Authorized Shares

The Company's current Amended and Restated Certificate of Incorporation authorizes 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

Convertible Preferred Stock

Immediately prior to the effective time of the Merger, the 84,820,880 shares of Private CalciMedica preferred stock were converted into 84,820,880 outstanding shares of Private CalciMedica's common stock to be exchanged for 2,442,852 shares of Graybug's common stock.

Common Stock

Upon completion of the Merger on March 20, 2023, as the accounting acquirer, Private CalciMedica is deemed to have issued 1,571,433 shares of its common stock to Graybug shareholders.

Private Placement of Common Stock

Immediately prior to the consummation of the Merger, Private CalciMedica completed a private placement financing pursuant to which certain investors purchased approximately 20.7 million shares of Private CalciMedica’s common stock (the “2023 Private Placement”) for gross proceeds of approximately $10.3 million. In conjunction with the Merger, immediately prior to the effective time of the Merger, 20,706,997 shares of Private CalciMedica common stock were converted into 596,363 shares of Graybug’s common stock.

On January 19, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors, in which the Company sold the following securities to the accredited investors in a private placement transaction (the “2024 Private Placement”): (i) an aggregate of 4,985,610 shares of common stock; (ii) to certain investors, in lieu of shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 306,506 shares of

common stock and exercisable at any time; (iii) Tranche A Common Warrants (the “Tranche A Common Warrants”) to purchase an aggregate of up to 2,646,058 shares of common stock (or Pre-Funded Warrants in lieu thereof and, in such case, shares of common stock issuable upon exercise of such Pre-Funded Warrants); and (iv) Tranche B Common Warrants (the “Tranche B Common Warrants” and together with the Tranche A Common Warrants, the “Common Warrants”) to purchase an aggregate of up to 2,646,058 shares of common stock (or Pre-Funded Warrants in lieu thereof and, in such case, shares of common stock issuable upon exercise of such Pre-Funded Warrants). At date of issuance, the fair value of the common stock was $8.5 million using the relative fair value method and is included in equity at September 30, 2024.

The Company issued placement agent warrants (“Placement Agent Warrants”) to purchase 67,908 shares of common stock at the initial closing of the 2024 Private Placement and 7,839 shares of common stock at the second closing of the 2024 Private Placement, at an exercise price of $0.0001 per share. Each Placement Agent Warrant was accompanied by one Tranche A Common Warrant to purchase one half of a share of common stock and one Tranche B Warrant to purchase one half of a share of common stock, for an aggregate of 75,746 Common Warrants.

The initial closing of the 2024 Private Placement occurred on January 23, 2024 and the second closing occurred on February 5, 2024. Gross proceeds from the transaction were $20.4 million with net proceeds of approximately $19.0 million after deducting $1.4 million in commissions and other transaction costs.

Shelf Registration Statement and At the Market Offering

In August 2023, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”). The Shelf Registration Statement permits the offering, issuance and sale of common stock, preferred stock, debt securities and warrants having an aggregate offering price of up to $100.0 million in one or more offerings and in any combination of the foregoing. As of September 30, 2024, $99.6 million remains available for sale under the Shelf Registration Statement.

The Shelf Registration Statement contains two prospectuses, a base prospectus and an at-the-market offering prospectus that covers the offering, issuance and sale of up to $17.3 million of common stock pursuant to an at-the-market offering agreement (“ATM Agreement”) with H.C Wainwright & Co., LLC (“Wainwright & Co.”), acting as sales agent (“ATM Facility”). The Company intends to use the net proceeds from the ATM Facility for general corporate purposes, which may include research and development expenses, clinical trial expenses, capital expenditures and working capital. The ATM Facility will terminate upon the earlier of (i) the sale of all of the shares of our common stock provided for in the at the market offering prospectus or (ii) termination of the ATM Agreement as permitted therein. The ATM Agreement may be terminated at any time by either party upon written notice. During the three months ended September 30, 2024, there were no shares sold under the ATM Facility. During the nine months ended September 30, 2024, there were 8,950 shares sold under the ATM Facility. As of September 30, 2024, the Company has sold 101,522 shares of common stock for net proceeds of $319,000, after deducting $13,000 of commissions and settlement expenses paid under the ATM Facility and approximately $17.0 million remains available for sale under the ATM Facility. On October 30, 2024, the Company suspended all sales under the ATM Facility and will not make any sales thereunder until a new at-the-market offering prospectus supplement is filed with the SEC.

Preferred and Common Stock Warrants

The Company recognized no change in fair value of the Preferred Stock Warrants for each of the three months ended September 30, 2024 and 2023 and $0 and $796,000 for the nine months ended September 30, 2024 and 2023, respectively. The change in fair value for the nine months ended September 30, 2023 was due to the conversion of Preferred Warrants to common stock warrants as part of the Merger.

In November 2020, Private CalciMedica granted a warrant to purchase 400,000 shares of common stock to a consulting firm affiliated with its interim chief financial officer in connection with its consulting agreement. The warrant has a 10-year term, an exercise price of $0.19, and vests ratably over 24 months commencing on the effective date. At the date of issuance, the fair value of the warrant was determined to be $120,000, utilizing Black-Scholes with the following assumptions: expected term of ten years, risk-free rate of 0.96%, volatility of 80.0% and a dividend yield of zero, which has been recognized as general and administrative expense over the vesting period. In conjunction with the Merger, the warrant converted to 11,520 warrants of CalciMedica at an exercise price of $6.60. The warrant is classified as equity and the Company expensed $0 and $13,000 to general and administrative expense related to this warrant for the three months ended September 30, 2024 and 2023, respectively, and $0 and $38,000 for the nine months ended September 30, 2024 and 2023, respectively.

In October 2022, Private CalciMedica granted warrants to certain officers and directors to purchase 496,970 shares of common stock. In conjunction with the Merger, the warrants converted to 14,313 warrants of CalciMedica at an exercise price of $10.42. The warrants have a 10-year term and vest ratably over 12 and 48 months. At the date of issuance, the fair value of the warrants collectively was $125,000 and was determined utilizing Black-Scholes and will be recognized as general and administrative expense over the vesting periods. Assumptions used in the valuation were as follows: expected term of ten years, risk free rate of 4.10%, volatility of 82% and a dividend yield of zero. The warrants are classified as equity, and the Company expensed $2,000 and $14,000 to general and administrative expense for the three months ended September 30, 2024 and 2023, respectively, and $5,000 and $42,000, for the nine months ended September 30, 2024 and 2023, respectively.

In connection with the 2024 Private Placement, the Company issued Tranche A Common Warrants, Tranche B Common Warrants and Pre-Funded Warrants. Tranche A Common Warrants were exercisable until July 29, 2024. The Tranche B Common Warrants are exercisable upon the earlier of December 31, 2026 or 30 days following the Company’s public disclosure of topline

results from the Company’s planned Phase 2 clinical trial in patients with acute kidney injury. The purchase price per share and accompanying Common Warrants was $3.827 (or $4.3915 for directors, employees or consultants of the Company participating in the 2024 Private Placement) (or $3.8269 per Pre-Funded Warrant and accompanying Common Warrants, which represented the price of $3.827 per share and accompanying Common Warrants minus the $0.0001 per share exercise price of each such Pre-Funded Warrant).

The Tranche A Common Warrants had a strike price of $5.36 per share, were not deemed equity and were classified as a liability in the Company’s condensed consolidated balance sheets. At the date of issuance, the fair value of the Tranche A Common Warrants was $4.1 million utilizing Black-Scholes with the following assumptions: expected term of 0.94 years, risk-free interest rate of 4.9%, volatility of 100% and a dividend yield of zero. As of the balance sheet date of September 30, 2024, the value of the Tranche A Common Warrants was nil with the change in fair value of $0.2 million and $4.1 million for the three and nine months ended September 30, 2024, respectively, being recorded in the condensed consolidated statements of operations in other income/(expense)as the Tranche A Common Warrants expired on July 27, 2024.

The Tranche B Common Warrants have a strike price of $7.15 per share, are not deemed equity and are classified as a liability in the Company’s condensed consolidated balance sheets. At the date of issuance, the fair value of the Tranche B Common Warrants was $7.1 million utilizing Black-Scholes with the following assumptions: expected term of 1.69 years, risk-free interest rate of 4.5%, volatility of 100% and a dividend yield of zero. As of the balance sheet date of September 30, 2024, the value of the Tranche B Common Warrants was $3.4 million, with the change in fair value of $0.3 million and $3.7 million for the three and nine months ended September 30, 2024, respectively, being recorded in the condensed consolidated statements of operations in other income/(expense).

The Pre-Funded Warrants have a strike price of $0.0001 per share, are deemed equity and included in the equity section of the Company’s condensed consolidated balance sheets. At date of issuance, the fair value of the Pre-Funded Warrants was $0.5 million using the relative fair value method and is included in stockholders’ equity at September 30, 2024.

The Placement Agent Warrants have a strike price of $0.0001 per share, are deemed equity and included in the equity section of the Company’s condensed consolidated balance sheets. At date of issuance, the fair value of the Placement Agent Warrants was $0.1 million using the relative fair value method and is included in equity at September 30, 2024.

In May 2024, the Company granted a warrant to a consulting firm affiliated with its chief financial officer to purchase 10,000 shares of common stock. At the date of issuance, the fair value of the warrant was $20,000 and was determined utilizing Black-Scholes and will be recognized as general and administrative expense over the vesting periods. Assumptions used in the valuation were as follows: expected term of twelve months, risk free rate of 4.42%, volatility of 89% and a dividend yield of zero. The warrant is classified as equity, and the Company expensed $5,000 and $8,000 to general and administrative expense for the three and nine months ended September 30, 2024, respectively.

Nature of Business

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. Nature of Business

Description of Business

CalciMedica, Inc. (“CalciMedica” or the “Company”) (f/k/a Graybug Vision, Inc.) was incorporated in the state of Delaware in February 2015, following the conversion of Graybug, LLC, which was organized in May 2011, and has its principal operations in La Jolla, California. The Company is a clinical-stage biopharmaceutical company focused on developing therapeutics that treat serious illnesses driven by inflammatory processes and direct cellular damage. The Company includes a wholly-owned subsidiary, CalciMedica Subsidiary, Inc., incorporated in Delaware in October 2006, which survived the Merger as more fully described below.

Reverse Merger Transaction

On March 20, 2023, Graybug Vision, Inc. (“Graybug”) completed a reverse merger transaction in accordance with the terms and conditions of the Agreement and Plan of Merger and Reorganization, dated as of November 21, 2022, as amended on February 10, 2023 (the “Merger Agreement”), by and among Graybug, Camaro Merger Sub, Inc., a wholly owned subsidiary of Graybug (“Merger Sub”), and CalciMedica, Inc. (“Private CalciMedica”), pursuant to which Merger Sub merged with and into Private CalciMedica, with Private CalciMedica surviving as a wholly owned subsidiary of Graybug (the “Merger”). Additionally, on March 20, 2023, Graybug changed its name from “Graybug Vision, Inc.” to “CalciMedica, Inc.” and Private CalciMedica changed its name from “CalciMedica, Inc.” to “CalciMedica Subsidiary, Inc.” At the completion of the Merger, the prior Private CalciMedica equity holders and the prior Graybug equity holders owned 72% and 28%, respectively, of the combined company, in each case, on a fully diluted basis using the treasury stock method and excluding out-of-the-money options and warrants.

The Merger was accounted for as a reverse recapitalization, with Private CalciMedica being treated as the acquirer for accounting purposes. See discussions of the transactions in connection with the Merger in Note 3 - Merger and Related Transactions.

Liquidity and Need for Additional Capital

The Company has an accumulated deficit of $155.5 million as of September 30, 2024 and net loss of $5.6 million and $9.4 million for the three and nine months ended September 30, 2024, respectively. Other than the three months ended March 31, 2024, the Company experienced net losses since its inception. Substantially all of the Company’s operating losses resulted from expenses incurred in connection with its research and development programs and from general and administrative costs associated with its operations.

The Company expects to incur significant expenses and increasing operating losses for the foreseeable future as the Company initiates and continues the preclinical and clinical development of its product candidates and adds personnel necessary to operate as a company with an advanced clinical pipeline of product candidates. In addition, after completion of the Merger, operating as a U.S. Securities and Exchange Commission (“SEC”) registrant involves the hiring of additional financial and other personnel, upgrading financial information systems, and incurring costs associated with operating as a public company. The Company expects that its operating losses will fluctuate significantly from quarter-to-quarter and year-to-year due to timing of clinical development programs.

From inception to September 30, 2024, the Company has completed financings from the sale of preferred and common stock for total net proceeds of $131.7 million and has issued convertible debt for net proceeds of $8.6 million. In connection with the Merger, the Company received approximately $29.4 million of cash, cash equivalents and short-term investments. At September 30, 2024, the Company had cash, cash equivalents and short-term investments of approximately $14.6 million. The Company closed the 2024 Private Placement (as defined in Note 7) on January 23, 2024 and a second closing occurred on February 5, 2024. Gross proceeds from the transaction were $20.4 million with net proceeds of approximately $19.0 million after deducting $1.4 million in commissions and other transaction expenses. On November 1, 2024, the Company closed the 2024 Follow-On (as defined in Note 13) of 2,720,000 shares of its common stock at a price to the public of $3.75 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions and offering expenses, were $10.2 million. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 408,000 shares of its common stock at the public offering price, less underwriting discounts and commissions.

The Company intends to seek additional funding through public and private financings, debt financings, collaboration agreements, strategic alliances and licensing agreements. Although the Company has been successful in raising capital in the past, there is no assurance of success in obtaining such additional financing on terms acceptable to us, if at all, and there is no assurance that the Company will be able to enter into collaborations or other arrangements. If the Company is unable to obtain funding when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of the product candidates, reduce headcount, file for bankruptcy, reorganize, merge with another entity or cease operations.

Based on the Company’s current operating plans, management believes its cash, cash equivalents and short-term investments will be sufficient to fund its operations for the period of at least one year following the issuance of these financial statements.

If the Company becomes unable to continue as a going concern, it may have to liquidate its assets, and might realize significantly less than the values at which they are carried on its financial statements, and stockholders may lose all or part of their investment in the Company’s common stock.